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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MISSISSIPPI CHEMICAL CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MISSISSIPPI 64-0292638
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(STATE OF INCORPORATION OR ORGANIZATION) I.R.S. EMPLOYER IDENTIFICATION NO.
HIGHWAY 49 EAST, P.O. BOX 388, YAZOO CITY, MS 39194
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON
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TO BE SO REGISTERED WHICH EACH CLASS IS TO BE
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REGISTERED
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PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
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(TITLE OF CLASS)
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Item 1. Description of Registrant's Securities
to be Registered
Preferred Stock Purchase Rights
The Company declared a dividend of one preferred share purchase right (a
"Right') payable on August 15, 1994 to shareholders of record as of August 5,
1994 for each share of Common Stock. Each Right entitles its holder to purchase
one one-hundredth of a share of the Company's Preferred Stock, Series A, $0.01
par value per share (the "Series Preferred Stock"), at an exercise price of
$50.00 per share (the "Purchase Price"). The Rights will expire on August 15,
2004, unless earlier redeemed or exchanged by the Company.
The Rights are exercisable upon the earlier to occur of (i) 10 days
following the date of public disclosure that a person or group, together with
persons affiliated or associated with it (an "Acquiring Person"), has acquired,
or obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding Common Stock and (ii) 10 days following commencement of or
disclosure of an intention to commence a tender offer or exchange offer if, upon
consummation of the offer, such person or group, together with persons
affiliated or associated with it, could acquire beneficial ownership of 25% or
more of the outstanding Common Stock (the earlier of such dates being called
"Separation Date").
If the Company is acquired in a merger or other business combination in
which the Common Stock does not remain outstanding or is changed or 50% or more
of the Company's consolidated assets or earning power is sold, leased, pledged
or otherwise transferred or disposed of, the Rights will "flip over" and entitle
each holder of a Right to purchase at the then-current Purchase Price, common
stock of the acquiring company with a market value of two times the Purchase
Price.
If (i) a person acquires 20% of the Common Stock, (ii) the Company is
the surviving corporation in a merger with an Acquiring Person and the Common
Stock remains outstanding and unchanged, or (iii) an Acquiring Person engages in
one of certain "self-dealing" transactions, the Rights will "flip in" and
entitle each holder to purchase at the then-current Purchase Price, Common Stock
with a market value of two times the Purchase Price. Any of these events is a
"Triggering Event." Any Rights owned by an Acquiring Person become null and void
upon the occurrence of the earlier of the Board of Directors' decision to
"exchange" the Rights and a Triggering Event. Under certain circumstances, the
disinterested directors can approve a transaction with a specific shareholder
that would otherwise be a Triggering Event, and freeze the Rights in connection
with that specific transaction.
At any time any person becomes an Acquiring Person and prior to such
time as such person, together with its affiliates, becomes the beneficial holder
of at least 50% of the Company's outstanding Common Stock, the Company may,
provided that all necessary regulatory approvals have been obtained, exchange
the Rights (other than Rights owned by such
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Acquiring Person which become null and void), in whole or in part, at a ratio
of one share of Common Stock per Right, subject to adjustment.
Prior to ten days after it has become public that an Acquiring Person
has become such (with the possibility for the Board of Directors to extend that
period for an additional ten days), the Company may redeem the Rights at a price
of $0.01 per Right. The Company may, without the approval of any holder of the
Rights, but only if at that time the Board of Directors consists of a majority
of disinterested directors, supplement or amend any provision of the Rights
Agreement, except the redemption window, the Purchase Price or the redemption
price.
Series Preferred Stock issued upon exercise of the Rights will not be
redeemable. Each share of Series Preferred Stock will be entitled to a minimum
preferential quarterly dividend of $25.00 per share, but will be entitled to an
aggregate dividend of 100 times the dividend declared per share of Common Stock,
if it is greater. In the event of liquidation, the holders of the Series
Preferred Stock will be entitled to a minimum preferential liquidation payment
of $100.00 per share, but will be entitled to an aggregate payment of 100 times
the payment made per share of Common Stock, if it is greater. In the event of
any merger or other business combination in which Common Stock is exchanged,
each share of Series Preferred Stock will be entitled to receive 100 times the
amount received per share of Common Stock.
The Rights have certain anti-takeover effects. The Rights may deter
takeover attempts because they may cause substantial dilution to a person or
group that attempts to acquire the Company on terms not approved by the
Company's Board of Directors, except pursuant to an offer conditioned upon a
substantial number of Rights being acquired. The Rights should not interfere
with any merger or business combination approved by the Board of Directors
because the Rights are redeemable.
While the Company has no knowledge that any person or group intends to
acquire the Company, the Company believes that the advantages arising from the
issuance of Rights, outweigh any discouragement of certain business
combinations.
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement which is
filed as an Exhibit to this Registration Statement.
Item 2. Exhibits
1. Shareholder Rights Plan as filed as an Exhibit to the
Company's Registration Statement on Form 8-A, SEC File No.
2-7803, filed on August 15, 1994 is incorporated herein by
reference.
2. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registration has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
MISSISSIPPI CHEMICAL CORPORATION
By: /s/ Robert E. Jones
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Name: Robert E. Jones
Title: Senior Vice President and
General Counsel
Dated: September 23, 1996
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